Q4 2021 Quarterly report - Adevinta

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Transcript of Q4 2021 Quarterly report - Adevinta

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Adevinta HighlightsHighlights of Q4 2021

Q4 2021 results performance● Revenue growth: 6% despite Motors headwinds1

○ Total consolidated revenues of €394m(€411m including discontinued operations )2

○ Strong growth in Consumer Goods (+16%), Real Estate(+12%) and Jobs (+28%)

○ Strong acceleration of number of Consumer Goodstransactions, especially in France (+61%)

○ Motors flat year-on-year with supply shortage impactoffset by ARPD growth

○ Advertising revenue flat year-on-year with strongperformance from eBay Kleinanzeigen

● JVs revenue up 32%, driven by OLX Brasil3

● Underlying EBITDA of €139m4

○ Total consolidated EBITDA of €124m (€127m includingdiscontinued operations2)

○ Increased marketing effort vs low 2020 levels○ Ramp-up of transactional and promotional campaigns

FY 2021 results performance● Total consolidated revenues and EBITDA4 up 10% yoy● Excluding motors, consolidated revenues up 12% yoy● Underlying EBITDA4 of €555m,

representing a 37% EBITDA margin

Progress in strategic plan execution● Portfolio optimization ongoing● Reorganization initiated to drive Group-wide efficiencies● Synergy target confirmed at €130m run rate EBITDA

impact in year 3 and c.€35m in FY 2022

Outlook● Core Markets mid-to-long targets confirmed○ c. 15% average annual revenue growth○ 40-45% EBITDA margin

● FY 2022 expectations in a temporarily challenging marketenvironment

○ Low double-digit revenue growth in core markets○ Underlying EBITDA4 in the range of €575m to €600m

excluding discontinued operations2 (€585-610m includingdiscontinued operations2)

4 Consolidated EBITDA before share-based compensation impact (€(15)m in Q4 2021 vs. €(9)m in Q4 2020; €(41)m in FY2021 vs. €(35) inFY2020). This metric will serve as key financial indicator from Q1 2022 onwards

3 OLX Brasil and Willhaben2 Australia and South Africa operations to be divested1 Continuing operations, excluding disposals

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Key figuresThe segments disclosed in this section represent the revised reporting structure of Adevinta, following the acquisition ofeBay Classifieds Group and, are therefore, those that will be presented in the consolidated annual financial statements forthe year ended 31 December 2021, which will be included in the 2021 annual report.

Adevinta has identified France, Mobile.de, European Markets, International Markets and Headquarters and Others as theoperating segments, mirroring the internal reporting structure. This reflects the review, management and assessment ofthe groups operating results by Group Management following the acquisition of eBay Classifieds Group.

Additionally, the segment information only presents a consolidated view and does not include Joint Ventures that are not100% consolidated (namely OLX Brasil and Willhaben). Results from Joint Ventures are presented in the line “Share ofprofit (loss) of joint ventures and associates” in the profit and loss statement.

The information disclosed on a “combined” basis in this section reflects the results of Adevinta group as if the eBayClassifieds Group (acquired on 25 June 2021) has been part of the group during the full periods presented. These numbersare presented to facilitate comparability and are unaudited.

In accordance with Adevinta’s decision to divest Australia (Gumtree AU, Autotrader and CarsGuide) and South Africa(Gumtree South Africa), these subsidiaries were classified as held for sale and as discontinued operations as of 31December 2021. As a consequence, they are presented in the line “Profit (loss) from discontinued operation” in the profitand loss statement and do not contribute to the group’s operating revenues and EBITDA.

Quarterly restated figures from Q1 2019 to Q4 2021 (on a “combined” basis, adjusted for comparability) are available underthe following link: www.adevinta.com/investors/financial-results-publications.

Alternative performance measures (APM) used in this report are described and presented in the Definitions andReconciliations section at the end of the report.

Combined1 Combined1 IFRS

Fourth quarter Year Yearyoy% 2020 2021 € million 2021 2020 yoy% 2021 2020

5% 375 394 Operating revenues 1521 1382 10% 1139 673

-9% 137 124 EBITDA 514 467 10% 356 182

36.5% 31.6% EBITDA margin 33.8% 33.8% 31.3% 27.1%

Operating revenues per segment

8% 110 119 France 453 393 15% 453 393

-6% 74 69 Mobile.de 283 280 1% 141 -

12% 154 173 European Markets 648 567 14% 470 250

-5% 33 31 International Markets 128 120 7% 67 8

-100% 4 Disposals 3 19 -83% 3 19

-10% 3 3 Other and Headquarters 9 9 0% 9 9

59% (3) (1) Eliminations (4) (5) 15% (4) (5)

EBITDA per segment

0% 53 53 France 214 191 12% 214 191

-21% 47 37 Mobile.de 164 168 -2% 79 -

1% 70 71 European Markets 266 242 10% 171 69

-12% 13 11 International Markets 47 38 23% 21 (2)

>100 % (6) Disposals (5) (15) 63% (5) (15)

-19% (40) (47) Other and Headquarters (171) (157) -8% (122) (61)

Non-consolidated JVs2

32% 17 23 Proportionate share of revenue 83 54 54% 83 54

16% 2 2 Proportionate share of EBITDA 10 11 -6% 10 111 Combined: these figures reflect the results of Adevinta group as if the eBay Classifieds Group (acquired on 25 June 2021) has been part ofthe group during the full periods presented. These numbers are presented to facilitate comparability and are unaudited.2 Grupo Zap results are included in the figures presented as from its acquisition date (30 October 2020).

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Operating revenues by category

Combined1 Combined1 IFRSFourth quarter Year Year

yoy%2 2020 2021 € million 2021 2020 yoy%2 2021 20200% 101 99 Advertising revenues 360 340 8% 241 118

7% 260 275 Online classifieds revenues 1094 999 11% 839 524

41% 10 14 Transactional revenues 46 25 86% 44 22

38% 5 6 Other operating revenues 21 19 11% 15 10

6% 375 394 Operating revenues 1521 1382 11% 1139 6731 Combined: these figures reflect the results of Adevinta group as if the eBay Classifieds Group (acquired on 25 June 2021) has been part ofthe group during the full periods presented. These numbers are presented to facilitate comparability and are unaudited.2 Excluding disposals (Morocco, Dominican Republic, Colombia, Chile, UK)

During 2021, Adevinta exited operations in the UK and in Chile, representing 4 million euros revenues in Q4 2020.Excluding the impact of those divestments, combined revenues from continuing operations were up 6% in the fourthquarter compared to the same period last year, demonstrating the resilience of our marketplaces despite further supplypressure in the motors vertical:

- Online classifieds revenues improved by 7% year-on-year, supported by double-digit revenue growth in Real Estate,Jobs and Consumer Goods. This was partially offset by Motors revenue performance, which was flatyear-on-year. The volume impact was partly mitigated by successful price increases, higher client penetration andproduct development with high added-value for car dealers.

- Transactional revenues grew by 41%, with strong traction in France and Italy.- Advertising revenues remained flat year-on-year with mixed performance across markets. Most markets were

challenged by soft automotive display advertising. eBay Kleinanzeigen posted strong revenue growth (up +20%year-on-year), benefiting from increased performance in display.

Core Markets posted revenue growth of 7% in the quarter, despite the soft motors market:- Online classifieds revenue improved by 7%;- Transactional revenues grew by 42%;- Advertising revenues were up 3%.

Gross operating profit (EBITDA) from continuing operations decreased by 9% compared to the fourth quarter of 2020, to124 million euros. Revenue growth was offset by an anticipated increase in marketing investment (up 31% year-on-year,and back to pre-covid levels in some markets), notably in Mobile.de, Spain, Benelux and Italy, and in personnel costs due tohigher charges related to share based compensation (up c.6 million euros year-on-year) and to the ramp-up in product andtechnology resources to fuel product innovation and new business models as outlined in the segment information. Costsfrom transactional services also increased as a result of higher transaction volumes, combined with promotionalcampaigns to drive increased adoption.

Underlying EBITDA from continuing operations was 139 million euros in the fourth quarter, representing a 35% EBITDA5

margin.

5 Consolidated EBITDA before share-based compensation impact (€(15)m in Q4 2021 vs. €(9)m in Q4 2020; €(41)m in FY2021 vs. €(35) inFY2020)

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Segment informationFrance

Combined1 Combined1 IFRSFourth quarter Year Year

yoy% 2020 2021 € million 2021 2020 yoy% 2021 20208% 110 119 Operating revenues 453 393 15% 453 393

-16% (57) (66) Operating expenses (240) (202) -19% (240) (202)

0% 53 53 EBITDA 214 191 12% 214 191

48.3% 44.5% EBITDA margin 47.1% 48.6% 47.1% 48.6%1 Combined: these figures reflect the results of Adevinta group as if the eBay Classifieds Group (acquired on 25 June 2021) has been part ofthe group during the full periods presented. These numbers are presented to facilitate comparability and are unaudited.

Traffic was broadly stable compared to last year and up 5% compared to the previous quarter. Listings were up 13%year-on-year, and up 7% compared to the previous quarter. This positive content development in the quarter was driven byConsumer Goods and Jobs, while Motors and Real Estate professional content continued to be impacted by marketdynamics (down 9% and 12% respectively). P2P transaction payments saw very strong traction, with 3.8 milliontransactions in the period, up 61% year-on-year, supported by promotional campaigns as well as user experienceimprovements and product development such as the face-to-face payment solution (launched in the third quarter of2021).

Reported revenues in France grew by 8% in the fourth quarter. Online classifieds revenues grew 10% year-on-year. Thisincrease was mainly driven by Real Estate, with a double digit growth in revenues as a result of positive ARPA evolution(+18% year-on-year to €530) and product development with high added-value for professional clients. Motors revenuesalso grew in the quarter as the 9% ARPD increase (to €360) more than offset declining professional volumes. Advertisingrevenues were down 4% year-on-year, impacted by reduced activity from media agencies and OEMs. Revenues fromtransactions were up 29% year-on-year as consumer goods transaction volume growth was partially offset by discountingcampaigns on shipping fees (amounting to c.1.5 million euros) that drove adoption of the service.

EBITDA remained stable compared to the fourth quarter of 2020. The cyber attack that took place in August continued toweigh on performance in the quarter with an estimated net EBITDA impact of c.2.5 million euros. This will howevernormalize in the first quarter of 2022. As expected, we continued to invest in marketing and product and technologyresources for further product development.We added new services in our Motors vertical, with the launch of the Mechanical breakdown warranty offer (in partnershipwith BNP Paribas) and the Vehicle history report (in partnership with Autoviza). The deployment of our marketverticalization strategy continued, in Real Estate (eg: launch of an all-in-one mandate solution “Pack Immo intégral”including a lead generation offer, candidate profile for rental applications), Jobs (eg: multi-apply feature expansion,monetization and improvement of CV database) and Holiday Rentals (eg: improved calendar). In Consumer Goods, weoptimized our face-to-face payment solution and improved the user experience (eg: display of user information, automaticpush). We also saw an increase in transactional costs driven by higher volumes and by the promotional campaigns thatsupported acceleration in user adoption (volume not fully reflected in revenues, whereas 100% of the costs are reflectedin EBITDA). EBITDA margin contracted 4 percentage points year-on-year accordingly.

Excluding the one-off impacts of cyber-attack and subsidized shipping in transaction services, EBITDA margin would havereached c. 47%.

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Mobile.deCombined1 Combined1 IFRS

Fourth quarter Year Yearyoy% 2020 2021 € million 2021 2020 yoy% 2021 2020

-6% 74 69 Operating revenues 283 280 1% 141 -

-19% (27) (32) Operating expenses (120) (112) -7% (62) -

-21% 47 37 EBITDA 164 168 -2% 79 -

63.6% 53.8% EBITDA margin 57.8% 60.0% 56.0% -1 Combined: these figures reflect the results of Adevinta group as if the eBay Classifieds Group (acquired on 25 June 2021) has been part ofthe group during the full periods presented. These numbers are presented to facilitate comparability and are unaudited.

Traffic was 9% lower than in the fourth quarter of 2020 but could be converted more successfully, resulting in a 17%year-on-year growth in leads, alongside sustained market share. Dealer listings continued to reduce in the period (-24%year-on-year) due to the low level of available inventory in the market, driven by low new car production as a consequenceof the semiconductor shortage.

Revenues in mobile.de declined by -6% in the fourth quarter of 2021. Online classified revenues were down 4%year-on-year. The volume impact was partly mitigated by the successful 14% listing price increase across dealers inAugust (whilst maintaining our leading market position), by higher revenue per C2C listing and by higher revenues fromour C2B lead generation product. Advertising revenues continued to be impacted by the low car production and its knockon effects on Advertising spend of OEMs, declining by -23% year-on-year.

EBITDA dropped by -21% in the fourth quarter due to the topline evolution combined with a 100% increase in marketinginvestment (new TV campaign to promote the mobile.de brand), when compared to the the fourth quarter of 2020, wherespend levels were reduced to its lowest levels as a consequence of the pandemic.

Personnel expenses also increased in the fourth quarter (up 10% year-on-year), reflecting the ramp-up in product andtechnology resources to accelerate new product development. We launched two market tests in the quarter to understanddemand and consumer behavior around built-to-order new car leasing (in partnership with Null-leasing) and around onlinebuying and selling services (in partnership with InstaMotion). We continued to optimize our C2B proposition (eg: adjustedcontracts, further development of integrated auctions, user-centric customer journey) and our financing solution (eg:automatic offer, extended contract), while further improving the experience for our users (eg: connected conversationbetween dealers and customers, "Mark as New" feature for private sellers) and professional clients (eg: improved vehicleinsertion process).

Regarding our product and packaging strategy, an initiative was launched in the quarter moving towards moresophisticated packages and pricing models.

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European MarketsThe European Markets segment comprises primarily eBay Kleinanzeigen in Germany, Marktplaats, 2ememain and2dehands in Benelux, InfoJobs, Coches, Motos, Fotocasa, Habitaclia and Milanuncios in Spain, Subito, Infojobs,Automobile.it and Kijiji in Italy; Daft, Done Deal and Adverts in Ireland; Hasznaltauto, Jofogas and Autonavigator in Hungary,Kufar in Belarus and Willhaben in Austria.

The segment information only presents a consolidated view and does not include Joint Ventures that are not 100%consolidated. Therefore, Willhaben financial results are not included in the numbers presented in the section. Results fromWillhaben are presented in the line “Share of profit (loss) of joint ventures and associates” of the profit and loss statement.

Combined1 Combined1 IFRSFourth quarter Year Year

yoy% 2020 2021 € million 2021 2020 yoy% 2021 202012% 154 173 Operating revenues 648 567 14% 470 250

-21% (84) (102) Operating expenses (382) (324) -18% (299) (181)

1% 70 71 EBITDA 266 242 10% 171 69

45.4% 41.0% EBITDA margin 41.1% 42.8% 36.4% 27.7%1 Combined: these figures reflect the results of Adevinta group as if the eBay Classifieds Group (acquired on 25 June 2021) has been part ofthe group during the full periods presented. These numbers are presented to facilitate comparability and are unaudited.

Revenues in the European markets segment increased by 12% in the fourth quarter of 2021, supported by very stronggrowth at eBay Kleinanzeigen (+20% year-on-year), in Spain (+14% year-on-year) and Italy (+19% year-on-year). Onlineclassified revenues were up by 11% and display advertising revenue grew 10% year-on-year, driven by eBay Kleinanzeigen.Transactional revenues continued to grow, doubling during the period, in line with our strategy.

EBITDA increased by +1% compared to the fourth quarter of 2021. The positive topline evolution was partly offset by ac.50% increase in marketing spending, especially in Spain, Italy and Benelux, to reinforce our positions after severalquarters of reduced investments in the covid context. Personnel expenses increased in the period, in line with businessdevelopment and future revenue growth. EBITDA margin contracted 4.4 percentage points year-on-year accordingly.

eBay Kleinanzeigen revenues saw a strong growth in the quarter (+20% year-on-year) and reached 57 million euros. Thiswas driven by a strong performance both in advertising and online classifieds, where Consumer Goods revenues weresupported by a growing contribution from Small and Medium Businesses (SMBs). Real-Estate and Jobs revenues alsosaw a significant positive evolution, while Motors revenues declined slightly due to the market environment.Listings increased by 12% year-on-year and by 6% compared to the previous quarter. We continued to develop ourtransactional services with the launch of a shipping solution with DHL and with new visibility features (eg: profile badgefor sellers offering secure payment).

In Spain, revenues grew 14% compared to the fourth quarter of 2020 to 49 million euros, driven by strong performance inonline classifieds, up 15% year-on-year. The Jobs vertical saw a 31% year-on-year growth in revenues, and reached an alltime Q4 revenues and client record, mainly driven by small transactional clients. The Motors vertical continued to seestrong revenue growth (+10% year-on-year) fueled by a higher dealer penetration, despite the motors market softness dueto the semiconductor shortage. In Real Estate, revenues continued to recover, also driven by increased penetration.Display advertising revenues grew 2% year-on-year.In the quarter, we continued to deploy our Product and Packaging offerings with triple bundle solutions in Real Estate,while we further enhanced the user experience in all verticals.

Benelux revenues were flat compared to the fourth quarter of 2020. Continued growth in Consumer Goods revenues,supported by higher revenues per listing and SMB outreach campaigns, was offset by a decline in Motors revenues due tothe muted supply environment. Transactional services revenues were slightly up year-on-year while Advertising revenueswere slightly down.In the quarter we continued to optimize our offers for our professional clients (eg: improved lead management for cardealers) while reinforcing security and trust (eg: phone number verification, new security features during listing process).

In Italy, revenues grew 19% mainly driven by double digit growth in the Jobs and Motors verticals and by the strongmomentum of transactional services (launched in August 2021). The number of transactions increased significantly whencompared to the previous quarter, demonstrating increased traction of our payment & delivery solution.

In Ireland, revenues grew 2% year-on-year, demonstrating good resilience despite the stock shortage in both Real Estateand Motors.

In Willhaben (not included in segment information) we saw an acceleration in Jobs with 68% revenue growthyear-on-year and in the transactional payment and delivery service which doubled the revenue compared to the thirdquarter. We continued to see a positive effect of the new pricing in motors and the new products launched.

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International MarketsInternational Markets comprises Kijiji in Canada, Autotrader, Gumtree and Carsguide in Australia, Segundamano andVivanuncios in Mexico, Gumtree in South Africa, and OLX and Infojobs Brazil in Brazil.

In accordance with Adevinta’s decision to divest Australia (Gumtree AU, Autotrader and CarsGuide) and South Africa(Gumtree South Africa), these subsidiaries were classified as held for sale and as discontinued operations as of 31December 2021. As a consequence, they are presented in the line “Profit (loss) from discontinued operation” in the profitand loss statement and do not contribute to the segment revenues and EBITDA.

The segment information only presents a consolidated view and does not include Joint Ventures that are not 100%consolidated. Therefore, OLX financial results are not included in the numbers presented in the section. Results from OLXare presented in the line “Share of profit (loss) of joint ventures and associates” of the profit and loss statement.

Combined1 Combined1 IFRSFourth quarter Year Year

yoy% 2020 2021 € million 2021 2020 yoy% 2021 2020-5% 33 31 Operating revenues 128 120 7% 67 8

0% (20) (20) Operating expenses (81) (82) 0% (46) (10)

-12% 13 11 EBITDA 47 38 23% 21 (2)

38.3% 35.2% EBITDA margin 36.5% 31.8% 30.8% -28.6%1 Combined: these figures reflect the results of Adevinta group as if the eBay Classifieds Group (acquired on 25 June 2021) has been part ofthe group during the full periods presented. These numbers are presented to facilitate comparability and are unaudited.

The international markets revenues were down 5% year-on-year, driven entirely by a 17% contraction in advertisingrevenues. Online classified revenues were up 2% in the period.

EBITDA reduced by 12% compared to the fourth quarter of 2020, landing at 11 million euros as a result of the toplineevolution. EBITDA margin contracted 3.1 percentage points year-on-year accordingly.

Canada revenues declined 6% compared to the fourth quarter of 2020 to 28 million euros due to soft advertisingperformance driven by continued vibrancy pressure and soft direct display revenues. Online classifieds were slightly up1% in the quarter driven by Consumer Goods and Jobs, while Motors was impacted by lower volumes.

Mexico revenues increased by 6%, led by strength in the Real Estate vertical, with an increasing number of agentaccounts.

OLX Brasil (not included in segment information) increased revenues by 41% year-on-year in local currency, including thecontribution from Grupo ZAP, and 23% on a comparable basis. Revenue growth was driven by continued expansion ofcross-selling the triple-bundle strategy across brands in Real Estate, and strength in Motors from both private and dealerrevenues.EBITDA decreased by 14% in local currency compared to the same period last year, including the contribution of GrupoZAP, as we continued to invest in product and technology resources and in marketing.In the quarter, we launched ZAPway+, our end-to-end transactional solution, which includes financial services.

Discontinued operations

In Australia, strength in online classifieds was driven by continued upselling of Motors dealers to our Autotrader groupjoint proposition and by local recruitment demand in our Jobs vertical. Soft advertising performance was driven bycontinued vibrancy pressure and soft display revenues.

In South Africa, softness in online classifieds was driven by continued pressure in the Motors vertical while Advertisingwas challenged by continued vibrancy pressure.

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Other and HeadquartersOther and Headquarters costs comprise Adevinta’s shareholder and central functions including central product andtechnology development.

The Other and Headquarters EBITDA deteriorated by 7 million euros year-on-year to (47) million euros in the fourth quarterof 2021. This evolution is mainly due to higher personnel-related costs with higher impact from share-based compensationand as the group continued to build-up global capacities to prepare for eBay TSA exits ahead of synergy realisation.

Integration progress

Over the period, we made good progress in the execution of our "Growing at Scale" strategy that we unveiled during ourCapital Markets Day in November. We increasingly see the benefit of cross-markets collaboration thanks to the sharing ofexpertise and best practices within the centers of excellence, for example in pricing strategy in Motors or key learningsfrom transactional rollout in France to improve cost and time-to-market in Germany.

We have launched the sale process of Australian and South-African assets, while we continue to assess the options fornon-core assets under strategic review.

The main synergy initiatives implemented over the period include:

- further progress in systems landscape implementation to prepare for TSA exits in the second quarter of 2022;- the deduplication of roles and structures in overlapping geographies such as Italy and Mexico, and leadership

roles following the acquisition of eBay Classifieds Group;- the implementation of our new work policy and reduced physical office footprint;- leveraging our scale, securing better terms with material core suppliers and partners;- the deployment of our global procurement organization, with the progressive roll-out of our new global policy and

of the local procurement team.

In the coming months, we will continue to implement our synergy initiatives, with the progressive roll-out of the operatingmodels for functional teams (subject to Work councils discussions’ outcomes). This will contribute to building a moreefficient and scalable organisation.

Through these initiatives, we are confident that we can achieve our run-rate EBITDA synergy targets of 35 million euros inFY 2022 and 130 million euros in year 3.

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OutlookAs outlined during our Capital Markets Day in November 2021, we see huge opportunities across all our businesses, with alarge monetization runway in core Motors and Real Estate online classifieds, potential to expand throughout thetransactional value chain with new business models, and a largely untapped second-hand commerce pool.

Our new strategy builds on our unparalleled scale, leadership positions and technology to accelerate sustainable growth. Itis underpinned by the following key priorities:

- Focusing the portfolio, by investing in and growing our five Core markets of Germany, France, Spain, Benelux andItaly

- Concentrating on high-quality verticals: Motors and Real Estate, that present a significant opportunity to increasemonetization

- Becoming fully transactional in consumer goods, expanding into a growing and profitable online commercemarket; and

- Leveraging technology and transforming advertising to preserve revenue and adapt to the evolving market.

The integration of the businesses is progressing well and we remain on track to deliver on the previously-announcedsynergies that will progressively contribute to accelerated growth and EBITDA margin improvement.

As a result, we expect core markets revenue growth of approximately 15% on average per annum in the mid-to-long term,driving the EBITDA margin to 40-45%, notwithstanding the required investment.

In the short term, we are facing temporary headwinds with low production levels of new cars globally that have knock-oneffects on used car listing volumes and on OEM marketing spend, with similar trends in the first quarter of 2022 asobserved in the fourth quarter of 2021.Throughout the year, the financial performance is expected to mirror the recovery trajectory in motors volumes, plannedpricing initiatives and the ramp-up of synergies, resulting in progressive revenue growth acceleration and marginimprovement quarter after quarter.Overall this will lead to softer revenue growth in 2022 relative to our mid-to-long term ambition. Assuming a gradualrecovery in the Motors market in the second half, we expect Core Markets revenue growth to be low double digit for the fullyear.We will continue to invest in product development to capture future growth opportunities and to support furtherdevelopment in traditional online classifieds and new revenue streams such as transactional services.Based on the above, we expect FY2022 underlying EBITDA in the range of 575 to 600 million euros excluding discontinued6

operations. Including discontinued operations FY2022 targets would have been in the range of 585 to 610 million euros.

In France, we will continue to benefit from our resilient motors and real estate business models and our ability to driveARPU growth through upselling and price increases. We are also seeing accelerated traction in transactional services onthe back of investments in the last couple of years. As a result, we expect revenue growth to accelerate in the second halfof the year.

In mobile.de, we expect further decline in listings in the first half of year. Given the current strong correlation betweenvolumes and revenues, it will have a temporary negative impact on the top line and profitability. This will be mitigated bythe implemented and planned price increases. In parallel we will continue to invest to improve our product offering andbuild new business lines e.g. online buying and selling.

Following the acquisition of eCG, we have built central functional capacity to prepare for the integration of the twocompanies. The run-rate was reached in the fourth quarter of 2021. The new operating model is expected to beimplemented throughout 2022 and to drive medium-long-term efficiencies. In parallel, global Product and Technology andIT capabilities are expected to scale in 2022 in line with business growth and to drive future efficiencies and synergies,underpinning the achievement of the Group’s long term targets.

6 Consolidated EBITDA before share-based compensation impact. This metric will serve as key financial indicator from Q1 2022 onwards.

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Group OverviewOperating profitRevenue increased by 115% in the fourth quarter of 2021 to €394 million, compared to the same period last year, mainlydue to the eCG acquisition. Barring the impact of the acquisition, revenues increased compared to the fourth quarter of2020, demonstrating the resilience of our marketplaces, despite further supply pressure in the motors vertical. Onlineclassifieds revenues improved (partially attributable to transactional services), partially offset by Motors revenueperformance. Display advertising revenues were flat over the period.

Operating expenses increased by 102% in the fourth quarter of 2021 to €269 million mainly due to the eCG acquisition,€11 million relates to costs for share-based payment legacy plans. These plans were replaced by Adevinta following theclosing of the transaction. On a comparable basis, there was an anticipated increase in marketing investment (back topre-covid levels in some markets), notably in Spain and Italy, and in personnel costs due to the ramp-up in product andtechnology resources to fuel product innovation and new business models. Costs from transaction services alsoincreased as a result of higher transaction volumes, combined with promotional campaigns to drive increased adoption.

Gross operating profit (EBITDA) increased by 151% to €124 million in the fourth quarter of 2021, compared to €50 millionin the same period in 2020.

Depreciation and amortisation increased by €47 million in the quarter, where €49 million was driven by the eCGacquisition.

Share of profit (loss) of joint ventures and associates in the fourth quarter of 2021 decreased by €15 million compared tothe same period in 2020. A gain of €17 million was recognised in 2020 in relation to the disposal of the investment inSilver Indonesia, which was swapped for cash and a 6% stake in the online marketplace Carousell operating in Asia.

Impairment loss of €(43) million in the fourth quarter of 2020 was mainly attributable to impairment of goodwill related toYapo (Chile).

Other income and expenses increased to €(25) million in the quarter (fourth quarter of 2020 at €(10) million) mainly dueto the increase in integration expenses mainly related to the eCG acquisition of €(10) million and the increase inrestructuring costs of €(4) million. Other income and expenses are disclosed in note 4 to the condensed consolidatedfinancial statements.

Operating profit (loss) in the quarter amounted to €33 million (€(6) million in the fourth quarter of 2020). Please also referto notes 3 and 4 to the condensed consolidated financial statements.

Net profit and earnings per shareNegative impact from net financial items increased by €27 million in the quarter compared to 2020, mainly due toincreased interest expenses related to the financing of the eCG acquisition. Net financial items included €7 millioninterest expense related to the bonds issued in November 2020 and €12 million interest expense related to Term Loansobtained in relation to the eCG acquisition as well as the revolving credit facilities. Net financial items are disclosed innote 5 to the condensed consolidated financial statements.

The underlying tax rate decreased from 30.6% in 2020 to 29.2% in 2021. In 2021 the underlying tax rate was impacted bythe decrease in the tax rate applicable in France. The reported tax rate is (212.7)% in the quarter in 2021, compared to70.9% in the fourth quarter 2020. The reported tax rate is higher than the underlying tax rate mainly due to losses forwhich no tax benefit is recognized.

Basic earnings per share in the fourth quarter of 2021 is €0.02 compared to €(0.01) in the fourth quarter of 2020.Adjusted earnings per share in the fourth quarter of 2021 is €0.04 compared to €0.07 in the fourth quarter of 2020.

Financial positionThe carrying amount of the Group’s assets increased by €10,957 million to €14,281 million during 2021, mainly due toeCG acquisition (increase in assets amounting to €12,385 million, see details in note 2). This increase in assets has beenpartially compensated by a decrease of €1,060 million due to the release of the funds from the Notes issued onNovember 5, 2020 that were previously in an escrow account and recognised in “Other current assets''. Those funds havebeen utilized to fund the eCG acquisition. In addition, the assets acquired in relation to Denmark amounting to €301million were immediately sold to Schibsted after initial recognition.

The carrying amount of the Group’s liabilities increased by €1,794 million to €3,895 million during 2021, mainly due to eCGacquisition (increase in liabilities amounting to €1,121 million, see details in note 2). In addition, immediately prior tocompletion of the acquisition of eCG, the Term Loan B of USD 506 million (€422 million) and €900 million were fundedand Adevinta entered into a multicurrency revolving facility that was drawn by €150 million. These loans were registerednet of their origination fees. The proceeds from the Term Loan B, the multicurrency credit facility and the Notes weremainly used to financing the eCG acquisition and repaying existing debt, mainly settling the existing term loan of NOK

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2,150 million (€(210) million) and the existing revolving credit facility (€286 million).

The Group’s equity ratio is 73% as at 31 December 2021 compared to 37% as at 31 December 2020. The increase ismainly due to the issuance of new shares in relation to eCG acquisition.

Cash flowNet cash flow from operating activities was €67 million in the fourth quarter of 2021, compared to €15 million in the sameperiod of 2020. The increase is mainly due to the increase in operating profit and positive impact of adjustments forchanges in working capital and non-cash items, partly offset by the increase in tax payments.

Net cash flow from investing activities was €(62) million in the fourth quarter of 2021, compared to €(273) million in thesame period of 2020. The decrease in cash outflow is mainly due to the acquisition of debt and equity instruments ofjoint ventures and associates of €(287) million in 2020.

Net cash flow from financing activities was €(6) million in the fourth quarter of 2021, compared to €60 million in the sameperiod of 2020. The decrease in cash inflow is mainly due to the cash received from the bridge loan in 2020 partly set offby repayment of a revolving credit facility.

Digital services tax (DST)The French DST was enacted during 2019. Due to the complexity of the law including the scope of the taxable services,the assessment of whether DST is applicable to Adevinta is surrounded by a high degree of uncertainty. However,management currently assesses that it is less likely than not that French DST is applicable to Adevinta and hence noprovision has been recognized for DST as at 31 December 2021. Please see note 6 to the condensed consolidatedfinancial statements for further information.

During 2020 Spain approved DST legislation applicable as from January 2021. The DST levy a 3% tax over certain digitalservices for groups with worldwide revenues above €750 million and Spanish revenues applicable to DST above €3million, with the first payment made in 2021. Management has assessed that Spanish DST, which mainly differs indefinition of group threshold from the French DST, is applicable to Adevinta and hence a provision is recognized as at 31December 2021. Please see note 6 to the condensed consolidated financial statements for further information.

During 2019 Italy approved DST legislation applicable as from January 2020. The DST levy a 3% tax over certain digitalservices for groups with worldwide revenue above €750 million and Italian revenues applicable to DST above €5.5 million,with the first payment made in 2021. Management has assessed that Italian DST, which mainly differs in definition ofgroup threshold from the French DST, is applicable to Adevinta and hence a provision is recognized as at 31 December2021.

Completion of the acquisition of eBay Classifieds GroupOn 25 June 2021, Adevinta acquired 100% of eBay Classifieds Group, a leading digital classifieds brand across 13countries, including Germany, Denmark (subsequently sold immediately after closing), Canada, the Netherlands, Belgium,the United Kingdom and Australia. Headquartered in Amsterdam, the Netherlands, eBay Classifieds consists of multipleplatforms offering online classifieds listings across motors, real estate and general classifieds. Germany, the Netherlandsand Canada are eBay Classifieds’ largest markets. eBay Classifieds’ platforms operate under a number of brands, mostsignificantly Mobile.de, eBay Kleinanzeigen, Marktplaats, Kijiji and Gumtree.The press release published on 25 June 2021is available at www.adevinta.com.

Following the closing of the transaction, Adevinta is the world’s largest online classifieds company (excluding China)based on revenues generated from online classifieds listings and advertisements. The Group connects buyers seekinggoods or services with a large base of sellers.

Adevinta operates generalist (which cover consumer goods, often alongside motor, real estate and jobs) as well asvertical (which focus on one of the key monetizable categories: motors, real estate and jobs and typically rely heavily onprofessional sellers paying listing fees as an important revenue stream) online classifieds sites with leading marketpositions in 15 countries around the world, based on number of visits, that are accessible via desktop, mobile anddedicated apps. Adevinta and eBay Classifieds are highly complementary businesses and Adevinta expects to benefitfrom synergies, including across vertical and generalist online classifieds sites.

The consideration was paid in cash and shares of Adevinta (representing a 44% stake in pro forma Adevinta (of which c.33.3% voting shares and the remainder non-voting shares)). At signing the acquisition agreement, Adevinta entered intodeal contingent forwards to fix the euro equivalent of the consideration to be paid in US$ at closing.

In connection with closing of the transaction, Adevinta published on 23 December 2020 a listing prospectus for the listingof the new shares that were issued to eBay and admitted to trading and listed on the Oslo Stock Exchange following thecompletion of the transaction. The prospectus is available at www.adevinta.com.

12

Effective from the time the share capital increase for the consideration shares issued to eBay were registered in theNorwegian Registry of Business Enterprises, the Adevinta’s Articles of Association were amended in accordance with theamendments approved at the Adevinta’s extraordinary general meeting on 29 October 2020. The amended Articles ofAssociation are available at www.adevinta.com.

The gross proceeds from Notes (€1,060 million) issued in November 2020 were released from escrow and Term Loan B(€1,322 million) was funded, immediately prior to completion of the acquisition. The Term Loan B and the Notes areguaranteed by certain subsidiaries of Adevinta and eCG and secured by shares of certain of the guarantors as well ascertain material bank accounts and the intercompany receivables of Adevinta.

UK CMA and Austrian regulator approvals

As a part of remedies proposed in response to the competition concerns raised by the UK Competition and MarketsAuthority on 16 February 2021, Adevinta committed to dispose of Shpock (subsidiary of Adevinta), Gumtree UK andMotors.co.uk (both acquired from eBay Classified Group). On 2 June 2021 Shpock was sold to Russmedia EquityPartners. On 25 June 2021, on the closing of the eCG acquisition, Gumtree (UK) and Motors.co.uk were classified as heldfor sale. On 30 November 2021 Gumtree (UK) and Motors.co.u were sold to Classifieds Group Limited. Furtherinformation can be found in note 2 to the condensed consolidated financial statements.

On 18 June 2021, the Austrian Federal Competition Authorities (the FCA) approved the remedies proposed by Adevintaand eBay to resolve the competition concerns raised in relation to Adevinta’s acquisition of eBay Classifieds Group. Thecommitments include a reduction by eBay of its financial interest in Adevinta to at least 33% within 18 months followingclosing of the transaction, so as to reduce its indirect economic interest in willhaben. Additionally, Adevinta has agreed toprevent the flow of information about willhaben to eBay, as well as to restrict eBay’s potential influence over the strategicoperations of willhaben. eBay has subsequently reduced ownership to 33%.

Repurchase of shares by Adevinta ASAOn 3 March 2021 a buy-back programme to settle the 2021 long term incentive obligation was announced. Adevinta ASAacquired 1,700,000 treasury shares in March 2021 amounting to €22 million. Further information with respect to thisprogramme is published on our website.

In April and May of 2021 213,193 own shares were transferred to employees in connection with share based IncentivePlans and 168,991 own shares were sold through a broker in the open market to cover the participant's tax liabilities inrelation to the Incentive Programme. In December of 2021 employees of Adevinta received a total of 46,696 grossAdevinta treasury shares. After withholding tax, the number of shares transferred to the employees was 21,985 shares.This transaction was related to bonus matching shares given to employees who enrolled in the Employee Share SavingPlan for Q3 of 2019.

Covid pandemicThe duration and extent of the pandemic and related financial, social and public health impacts of the Covid pandemicremain uncertain. Adevinta will continue to assess the impact to the business should the pandemic extend beyond ourcurrent estimates and will update the appropriate assumptions for calculating the recoverable amounts of CGUs shouldthis be required.

The Group had at 31 December 2021 net interest-bearing debt of €2,324 million and €531 million total liquidity available(see specification in Definitions and Reconciliations below).

13

Condensed Consolidated Financial StatementsCondensed consolidated income statement

Fourth quarter Year

€ million 2021 2020 2021 2020

Operating revenues 394 183 1,139 673

         

Personnel expenses (120) (68) (368) (258)

Other operating expenses (149) (66) (415) (233)

         

Gross operating profit (loss) 124 50 356 182

Depreciation and amortisation (64) (17) (156) (61)

Share of profit (loss) of joint ventures and associates (0) 15 (8) 16

Impairment loss (2) (43) (22) (43)

Other income and expenses (25) (10) (140) (39)

         

Operating profit (loss) 33 (6) 29 56

Net financial items (28) (1) (65) (95)

         

Profit (loss) before taxes 5 (7) (35) (39)

Taxes 16 5 (19) (31)

         

Profit (loss) from continuing operations 21 (2) (54) (70)

Profit (loss) from discontinued operation 6 - 7 -

         

Profit (loss) attributable to:        

Non-controlling interests 1 2 6 2

Owners of the parent 26 (4) (54) (72)

         

Earnings per share in €:        

Basic 0.02 (0.01) (0.06) (0.10)

Diluted 0.02 (0.01) (0.06) (0.10)

14

Condensed consolidated statement of comprehensive income

Fourth quarter Year

€ million     2021 2020 2021 2020

Profit (loss) 27 (2) (48) (70)

         

Remeasurements of defined benefit pension liabilities 0 0 0 0

Income tax relating to remeasurements of defined benefit pension liabilities (0) (0) (0) (0)

Net gain/(loss) on cash flow hedges 0  (88)  56 (144)

Change in fair value of financial instruments 15 - 16 (0)

Items not to be reclassified subsequently to profit or loss 15 (88)  72 (145)

         

Exchange differences on translating foreign operations 8  18  22 (102)

Net gain/(loss) on cash flow hedges 0  (2)  7 (4)

Items to be reclassified subsequently to profit or loss 8  17  29 (106)

         

Other comprehensive income 23  (71)  101 (251)

Comprehensive income 50  (73)  53 (321)

         

Comprehensive income attributable to:        

Non-controlling interests 1  2  5 4

Owners of the parent 49  (75)  48 (325)

15

Condensed consolidated statement of financial position

31 December 31 December

€ million 2021 2020

Intangible assets 12,852 1,322

Property, plant and equipment and right-of-use assets 118 108

Investments in joint ventures and associates 370 369

Other non-current assets 375 185

Non-current assets 13,715 1,984

     

Trade receivables and other current assets 247 1,208

Cash and cash equivalents 231 131

Assets held for sale 87 -

Current assets 565 1,339

     

Total assets 14,281 3,323

   

Equity attributable to owners of the parent 10,368 1,203

Non-controlling interests 18 19

Equity 10,385 1,222

     

Non-current interest-bearing borrowings 2,312 1,266

Other non-current liabilities 1,019 153

Non-current liabilities 3,331 1,420

     

Current interest-bearing borrowings 152 295

Other current liabilities 383 387

Liabilities directly associated with the assets held for sale 29 - 

Current liabilities 565 682

     

Total equity and liabilities 14,281 3,323

16

Condensed consolidated statement of cash flows

  Fourth quarter Year

€ million 2021 2020 2021 2020

Profit (loss) before taxes 11 (7) (28) (39)

Depreciation, amortisation and impairment losses 67 60 180 103

Share of loss (profit) of joint ventures and associates 0 (15) 8 (16)

Dividends received from joint ventures and associates - - 3 2

Taxes paid (30) (19) (92) (42)

Sales losses (gains) on non-current assets and other non-cash losses (gains) (1) (4) 33 (6)

Net loss on derivative instruments at fair value through profit or loss - 3 3 79

Other non-cash items and changes in working capital and provisions 19 (4) 77 23

Net cash flow from operating activities 67 15 184 105

Development and purchase of intangible assets and property, plant & equipment (38) (11) (77) (43)

Acquisition of subsidiaries, net of cash acquired (16) 0 (2,181) (7)

Acquisition of debt and equity instruments of joint ventures and associates - (287) - (287)

Proceeds from sale of intangible assets and property, plant & equipment - (0) 0 0

Proceeds from sale of subsidiaries, net of cash sold (7) 31 274 31

Net sale of (investment in) other shares (0) (3) 3 (7)

Net change in other investments - (3) (3) (3)

Net cash flow from investing activities (62) (273) (1,983) (317)

Net cash flow before financing activities 5 (258) (1,799) (213)

New interest-bearing loans and borrowings - 267 2,440 491

Repayment of interest-bearing loans and borrowings (1) (205) (493) (205)

Net sale (purchase) of treasury shares - - (22) (2)

IFRS 16 lease payments (5) (3) (20) (12)

Dividends paid to non-controlling interests - - (8) -

Net cash flow from financing activities (6) 60 1,898 272

Cash and cash equivalents relating to the disposal group - 2 - -

Effects of exchange rate changes on cash and cash equivalents 1 1 1 (0)

Net increase (decrease) in cash and cash equivalents (0) (196) 100 59

Cash and cash equivalents at start of period 232 327 131 72

Cash and cash equivalents at end of period 231 131 231 131

17

Condensed consolidated statement of changes in equity

€ millionEquity attributableto owners of the

parent

Non-controllinginterests Equity

Equity as at 1 January 2020   1,524 14   1,539

Comprehensive income (324) 4 (320)

Transactions with the owners 3 1 3

Capital increase   - 0 0

Share-based payment 3 - 3

Change in treasury shares (0) - (0)

Changes in ownership of subsidiaries thatdo not result in a loss of control (0) 0 -

Equity as at 31 December 2020   1,203   19   1,222

Comprehensive income 48 5 53

Costs of hedging transferred to the carrying amount of goodwillacquired in a business combination 88 - 88

Transactions with the owners 9,029 (7) 9,022

Issue of ordinary shares as consideration for a businesscombination 9,023 - 9,023

Capital increase   - 0 0

Share-based payment 23 - 23

Dividends paid to non-controlling interests - (8) (8)

Change in treasury shares (17) - (17)

Changes in ownership of subsidiaries thatdo not result in a loss of control (0) 0 -

Equity as at 31 December 2021 10,368 18 10,385

18

NotesNote 1. Corporate information, basis of preparation

and changes to accounting policiesThe Adevinta Group was established on 9 April 2019 following the demergers of Schibsted Multimedia AS and SchibstedASA and the consequential transfer of Schibsted’s online classifieds operations outside the Nordics to Adevinta ASA. Thecompany was listed on the Oslo Stock Exchange on 10 April 2019. Schibsted has retained a majority interest of 59.28% inAdevinta ASA until 25 June 2021. Pursuant to the acquisition of eCG, economic interest held by Schibsted decreased to33% and eBay Inc obtained an economic interest of 44% and neither party has control over the Adevinta Group. In July2021, an agreement between eBay Inc. and Permira was signed, which committed eBay to sell approximately 125 millionshares in Adevinta (10.2% stake) to funds advised by Permira. On 29 July 2021, Permira exercised the 30-day optiongranted by eBay to purchase an additional 10 million Class A shares at the same price. The transaction between eBay Inc.and Permira was completed on 18 November 2021, and eBay sold 134,743,728 Class A Shares in Adevinta, representingan 11% stake in Adevinta, to Permira. After this transaction, voting rights held by Schibsted, eBay and Permira are 35%,30% and 12%, respectively.

Adevinta Group reports consolidated financial statements according to IFRS 10. The consolidated financial statementscomprise the Group and the Group’s interests in joint ventures and associates. The condensed consolidated interimfinancial statements have been prepared in accordance with IAS 34 Interim Financial Reporting.

The accounting policies adopted are consistent with those followed in preparing the Group’s annual consolidatedfinancial statements for 2020.

The condensed consolidated interim financial statements are unaudited. All amounts are in € million unless otherwisestated. Tables may not summarise due to rounding.

Operating segmentsManagement has assessed operating segments according to IFRS 8 Segments. After the eCG acquisition, based on thenew internal reporting structure, Adevinta has identified France, Mobile.de, European Markets and International Marketsas reportable operating segments, which is in line with how the business will continue to be developed and managed bythe chief operating decision maker, defined as the CEO.

Disposals comprise Adevinta’s divestments in 2020 and up until June 2021. Other/Headquarters comprises Adevinta’sshareholder and central functions including central product and technology development. Eliminations comprisereconciling items related to intersegment sales.

Note 2. Changes in the composition of the Group

Disposal of YapoOn 24 February 2021, Adevinta signed an agreement to sell its subsidiary Yapo (Chile) to Frontier Digital Ventures (FDV), acompany specializing in online marketplaces in emerging markets. The disposal was in line with Adevinta’s portfoliooptimization strategy. The sale was recognised on 24 February 2021.

The disposal of Yapo resulted in a loss of €11 million, of which €10 million is reclassification of foreign currencytranslation reserve, with no impact on income tax. The carrying amount of total assets and net assets as at the date ofsale were €20 million and €17 million respectively, of which €18 million was intangible assets and €1 million cash.

Disposal of ShpockFrom March 2021, the carrying amount of Shpock was expected to be recovered principally through a sales transaction.Shpock was available for immediate sale in its present condition and its sale was highly probable. Therefore, the disposalgroup was classified as held for sale until its disposal date. On 2 June 2021 Shpock was sold to Russmedia EquityPartners.

The disposal group was measured at the lower of its carrying amount and fair value less costs to sell. In relation to this,an impairment loss was recognised amounting to €(20) million YTD June 2021, which was allocated to goodwill (€2million) and other intangible assets (€18 million). Related deferred tax liabilities were derecognised amounting to €(5)million.

The disposal of Shpock resulted in a loss of €(33) million in Q2 2021, with no impact on income tax, due to the

19

restructuring required in Q2 2021 to execute the terms of the sales agreement. The carrying amount of total assets andnet assets as at the date of sale were €38 million and €33 million respectively, of which €9 million was intangible assetsand €27 million cash.

eBay Classifieds Group acquisitionOn 25 June 2021, the Group acquired 100% of eBay Classifieds Group, a leading digital classifieds brand across 13countries, including Germany, Denmark (subsequently sold immediately after closing, see below), Canada, theNetherlands, Belgium, the United Kingdom and Australia. Headquartered in Amsterdam, the Netherlands, eBay Classifiedsconsists of multiple platforms offering online classifieds listings across motors, real estate and general classifieds.Germany, the Netherlands and Canada are eBay Classifieds’ largest markets. eBay Classifieds’ platforms operate under anumber of brands, most significantly Mobile.de, eBay Kleinanzeigen, Marktplaats, Kijiji and Gumtree.

Following the closing of the transaction, Adevinta is the world’s largest online classifieds company (excluding China)based on revenues generated from online classifieds listings and advertisements. The Group connects buyers seekinggoods or services with a large base of sellers.

Adevinta operates generalist (which cover consumer goods, often alongside motor, real estate and jobs) as well asvertical (which focus on one of the key monetizable categories: motors, real estate and jobs and typically rely heavily onprofessional sellers paying listing fees as an important revenue stream) online classifieds sites with leading marketpositions in 15 countries around the world, based on number of visits, that are accessible via desktop, mobile anddedicated apps. Adevinta and eBay Classifieds are highly complementary businesses and Adevinta expects to benefitfrom synergies, including across vertical and generalist online classifieds sites.

Detail of the purchase consideration, the net assets acquired and goodwill were as follows:

€ million

Purchase consideration

Cash 2,140

Adevinta’ s shares issued 9,023

Cash flow hedge reserve released 88

Total purchase consideration 11,251

The purchase consideration includes cash consideration of USD 2,500 million, 539,994,479 Adevinta shares, and a closingcash adjustment of USD 54 million.

The fair value of the 539,994,479 shares issued as part of the consideration paid for eBay Classified Group (€ 9,023million) was based on Adevinta’s Norwegian Krone closing share price on 24 June 2021 of NOK 170 per share translatedinto Euro at 24 June 2021 closing rate of NOK/EUR 10.174. Issue costs of €0.3 million which were directly attributable tothe issue of the shares have been netted against the deemed proceeds.

The total cash consideration is equal to the amount of USD 2,554 million translated on 24 June 2021 closing rate ofUSD/EUR 1.1936.

On 24 June 2021 the valuation of the deal contingent forwards with an aggregate notional amount of USD 2,500 millionwas negative €95 million of which €88 million was recognised in equity as a hedge reserve including a gain of €56 millionrecognised in 2021. When the hedging instruments were settled immediately prior to the acquisition, the hedge reserveaccumulated in equity was included as part of the consideration.

20

The provisionally determined fair values of the assets and liabilities of eCG as at the date of acquisition are as follows:

€ million

Cash 66

Trade and other receivables 111

Corporate income tax receivable 7

PPE and right-of-use assets 35

Intangible assets: trademarks 3,544

Intangible assets: customer contracts 450

Intangible assets: technology 272

Intangible assets: others 4

Long-term investments 15

Deferred tax asset 1

Assets classified as held for sale 388

Current liabilities (145)

Deferred tax liability (1,128)

Other non-current liabilities (11)

Liabilities of a disposal group classified as held for sale (25)

Net identifiable assets acquired 3,584

Add: goodwill 7,667

Total purchase consideration 11,251

During the third and fourth quarter of 2021, Adevinta has retrospectively adjusted the provisional amounts recognised atthe acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisitiondate and, if known, would have affected the measurement of the amounts recognised as of that date. The adjustments toprovisional amounts recognised in the third and fourth quarter of 2021 are as follows:

€ million

Provisionalamounts

determined at thedate of

acquisition

Adjustmentin Q3 2021

Adjustmentin Q4 2021 Provisional

amounts at 31December 2021

Trade and other receivables 111 (1) (2) 108

Corporate income tax receivable 7 - -- 7

Intangible assets: trademarks 3,544 - (38) 3,506

Long-term investments 15 - (15) 0

21

Deferred tax asset 1 147 - 148

Assets classified as held for sale 388 (55) - 333

Deferred tax liabilities (1,128) 186 11 (931)

Current liabilities (145) (13) 4 (154)

Net identifiable assets acquired 3,584 264 (40) 3,808

Add: goodwill 7,667 (264) 53 7,456

Total purchase consideration 11,251 - 13 11,264

During the quarter, cash consideration of USD 16 million (€13 million) was transferred in accordance with the post-closingcash adjustment of the share purchase agreement.

The goodwill is attributable to the workforce, future customer growth and synergies, including across vertical andgeneralist online classifieds sites.

Acquisition-related costs of €28 million and €40 million were included in other income and expenses in the consolidatedincome statement in the reporting period ending 31 December 2020 and 31 December 2021, respectively.

At the time the interim consolidated financial statements were authorised for issue, the group had not yet completed theaccounting for the acquisition of eCG. In particular, the fair values of the assets and liabilities disclosed above have onlybeen determined provisionally as the independent valuations have not been finalised. It is also not yet possible to providedetailed information about each class of acquired receivables and any contingent liabilities of the acquired business.

If the acquisition had occurred on 1 January 2021, consolidated pro-forma operating revenues and profit (loss) forcontinuing operations for 2021 would have been €1,525 million and €(47) million, respectively.

The transaction was completed on 25 June 2021 with consolidation in practice commencing at the end of June 2021.

Purchase consideration – cash outflow

Cash outflow to acquire eCG, net of cash acquired is as follows:

€ million

Cash consideration 2,153

Settlement of deal contingent forward contracts 88

Less balances acquired:

Cash 66

Net cash outflow - investing activities 2,175

Per Adevinta instructions, part of the consideration for eCG was paid to the seller by the banks providing new financing.The banks were acting as agents of Adevinta and the payments are assessed to be cash payments made by Adevinta.

Acquisition-related costs

Acquisition-related costs that were not directly attributable to the issue of shares are included in operating cash flows inthe statement of cash flows for the year ending 31 December 2020 and 31 December 2021, respectively.

22

Disposal of eBay DenmarkThe assets and liabilities of Danish businesses of eCG (‘eBay Denmark’) were at closing of the eCG transaction classifiedas held for sale and presented as such within the net identifiable assets of eCG acquired. Immediately after closing, eCGDenmark was sold to a subsidiary of Schibsted for a consideration of €295 million corresponding to the carrying amountof the net assets sold and hence no gain or loss or income tax were recognized related to the sale.

At the date of sale, the fair value less costs of disposal of eBay Denmark was €295 million, the fair value of totalidentifiable liabilities and the ascertained value of total assets were €6 million and €301 million, respectively.

Operations in the UK, Australia and South Africa classified as held for saleand discontinued operations and disposal of operations in the UKAs a part of remedies proposed in response to the competition concerns raised by the UK Competition and MarketsAuthority on 16 February 2021, Adevinta committed to dispose of Gumtree UK and Motors.co.uk. Gumtree UK andMotors.co.uk were classified as subsidiaries acquired with a view to resale upon acquisition on 25 June 2021. Thesebusinesses’ net assets were measured at estimated fair value less costs to sell. Furthermore, these subsidiaries wereclassified as discontinued operations.

On 23 November 2021, Adevinta signed an agreement to sell its subsidiaries Gumtree UK and Motors.co.uk. toClassifieds Group Limited. The sale was recognised on 30 November 2021.

The disposal of Gumtree UK and Motors.co.uk. resulted in a gain of €2 million, with no impact on income tax. The gainhas been presented within the profit from discontinued operation in the fourth quarter of 2021. The carrying amount oftotal assets and net assets as at the date of sale were €34 million and €5 million respectively, of which €3 million wasright-of-use assets, €2 million was deferred tax assets, €13 million was trade and other current receivables, €3m wascurrent tax assets and €12 million cash.

Following the decision to divest the businesses in Australia and South Africa in November 2021, the carrying amount ofCarsguide Autotrader Media Solutions Australia PTY Ltd, Gumtree Australia PTY Ltd and Gumtree South Africa (PTY) Ltd isexpected to be recovered principally through a sales transaction. The businesses in Australia and South Africa areavailable for immediate sale in its present condition and its sale is highly probable. Therefore, these subsidiaries have beenclassified as held for sale as at 31 December 2021 and are measured at the lower of its carrying amount and fair value lesscosts to sell. Furthermore, these subsidiaries were classified as discontinued operations.

The financial performance and cash flow information related to the discontinued operations for Q4 2021 and for theperiod from 25 June to 31 December 2021 (2021 column) are disclosed below:

Q4 2021€million

2021€million

Revenue 32 71

Operating expenses (23) (59)

Gross operating profit / (loss) 9 12

Operating profit / (loss) 8 10

Profit / (loss) after income tax 8 10

Gain / (loss) on sale of the subsidiary after income tax and fairvalue measurement adjustments

(2) (3)

Profit / (loss) from discontinued operation 6 7

Exchange differences on translation 2 0

23

Q4 2021€

2021€

Basic 0.00 0.00

Diluted 0.00 0.00

Q4 2021€ million

2021€ million

Net cash flow from operating activities (2) 7

Net cash flow from investing activities (includes an inflow of €4million and a cash outflow of €(12) million both related to the saleof these subsidiaries)

(8) (8)

Net cash flow from financing activities (1) (1)

Net cash (outflow) / inflow (10) (2)

Issue of new shares by Adevinta ASAOn 24 June 2021 the company issued 539,994,479 ordinary shares (of them 342,474,251 Class A shares and 197,520,228Class B shares). The issue of Class A shares was registered with Oslo Bors on 28 June 2021.

New financingImmediately prior to completion of the acquisition of eCG the proceeds of the Notes of €1,060 million were released fromescrow, and the Term Loan B of USD 506 million and €900 million was funded. Adevinta entered into a multicurrencyrevolving facility of €450 million. On 24 June 2021 the facility was drawn by €150 million.

The proceeds from the Term Loan B, the multicurrency credit facility, and the Notes were mainly used to fund a portion ofthe cash consideration for the acquisition of eCG and repay existing debt. On 24 June 2021 Adevinta settled the existingterm loan of NOK 2,150 million and the revolving credit facility of €290 million with Nordic and international banks.

Note 3. Operating segment disclosuresThe operating segments correspond to the management structure and the internal reporting to the Group’s chiefoperating decision maker, defined as the CEO. The operating segments reflect an allocation based on geographicallocation.

After the eCG acquisition, based on the new internal reporting structure, Adevinta identified France, Mobile.de, EuropeanMarkets and International Markets as reportable operating segments.

● France comprises primarily leboncoin, MB Diffusion, Avendrealouer, Videdressing, Locasun, PayCar, L’Argus andPilgo.

● Mobile.de comprises Mobile.de in Germany.● European Markets comprises primarily eBay Kleinanzeigen in Germany, Markplaats, 2ememain and 2dehands in

Benelux, InfoJobs, Coches, Motos, Fotocasa, Habitaclia and Milanuncios in Spain, Subito, Infojobs, Automobileand Kijiji in Italy, Daft, Done Deal and Adverts in Ireland, Hasznaltauto, Jofogas and Autonavigator in Hungary andKufar in Belarus. Furthermore, Adevinta’s share of the net profit (loss) of willhaben in Austria is included inoperating profit (loss).

● International Markets comprises Segundamano and Vivanuncios in Mexico, Kijiji and Kijijiautos in Canada,Infojobs Brazil in Brazil and Gumtree in other countries (Poland, Ireland, Singapore and Argentina). Furthermore,Adevinta’s share of the net profit (loss) of Silver Brazil joint venture (including OLX, Anapro and Grupo Zap) isincluded in operating profit (loss).

24

Disposals comprises Adevinta’s divestments in Corotos in Dominican Republic (sold in Q2 2020), Tayara in Tunisia (soldin Q4 2020), Avito in Morocco (sold in Q4 2020), Fincaraiz in Colombia (sold in Q4 2020), Yapo in Chile (sold in Q1 2021)and Shpock in Austria, Germany and United Kingdom (sold in Q2 2021).

Other/Headquarters comprises Adevinta’s shareholder and central functions including central product and technologydevelopment.

Eliminations comprise reconciling items related to intersegment sales. Transactions between operating segments areconducted on normal commercial terms.

In the operating segment information presented, gross operating profit (loss) is used as a measure of operating segmentprofit (loss). For internal control and monitoring, both gross operating profit (loss) and operating profit (loss) are used asmeasures of operating segment profit (loss).

Operating revenues and profit (loss) by operating segments

Fourth quarter 2021France Mobile.de

European InternationalDisposals

Other /Eliminations Total

€ million Markets Markets Headquarters

Operating revenuesfrom externalcustomers

118 75 167 31 - 3 - 394

Operating revenuesfrom other segments 1 (5) 6 0 - (0) (1) -

Operating revenues 119 69 173 31 - 3 (1) 394

Gross operating profit(loss) 53 37 71 11 - (47) - 124

Operating profit (loss) 46 16 39 6 - (74) - 33

Year 2021France Mobile.de

European InternationalDisposals

Other /Eliminations Total

€ million Markets Markets Headquarters

Operating revenuesfrom externalcustomers

451 151 458 67 3 9 - 1,139

Operating revenuesfrom other segments 2 (11) 13 0 - (0) (4) -

Operating revenues 453 141 470 67 3 9 (4) 1,139

Gross operating profit(loss) 214 79 171 21 (5) (122) - 356

Operating profit (loss) 192 38 106 2 (73) (236) - 29

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Fourth quarter 2020France Mobile.de

European InternationalDisposals

Other /Eliminations Total

€ million Markets Markets Headquarters

Operating revenuesfrom externalcustomers

109 - 67 2 4 1 - 183

Operating revenuesfrom other segments 0 - 0 0 0 2 (3) -

Operating revenues 110 - 67 2 4 3 (3) 183

Gross operating profit(loss) 53 - 17 (1) (6) (14) - 50

Operating profit (loss) 47 - 13 (6) (46) (14) - (6)

Year 2020France Mobile.de

European InternationalDisposals

Other /Eliminations Total

€ million Markets Markets Headquarters

Operating revenuesfrom externalcustomers

392 - 250 7 19 5 - 673

Operating revenuesfrom other segments 1 - 0 0 0 4 (5) -

Operating revenues 393 - 250 8 19 9 (5) 673

Gross operating profit(loss) 191 - 69 (2) (15) (61) - 182

Operating profit(loss) 166 - 54 (7) (56) (101) - 56

Operating revenues by category:

Fourth quarter Year

€ million 2021 2020 2021 2020

Advertising revenues 99 36 241 118

Classifieds revenues 288 145 883 546

-         of which transactional 14 9 44 22

Other operating revenues 6 2 15 10

Operating revenues 394 183 1,139 673

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Disaggregation of revenues by category:

Fourth quarter 2021France Mobile.de

European InternationalDisposals

Other /Total

€ million Markets Markets Headquarters

Advertising revenues 19 8 61 10 - 1 99

Classified revenues 97 64 105 22 - 0 288

Other revenues 1 3 0 0 - 2 6

Revenues from contractswith customers 118 75 166 31 - 3 393

Revenues from leasecontracts, governmentgrants and others

(0) - 0 0 - 0 0

Operating revenues fromexternal customers 118 75 167 31 - 3 394

Year 2021France Mobile.de

European InternationalDisposals

Other /Total

€ million Markets Markets Headquarters

Advertising revenues 69 15 132 19 2 4 241

Classified revenues 379 130 324 48 2 0 883

Other revenues 3 6 1 0 - 4 14

Revenues from contractswith customers 451 151 457 67 3 8 1,138

Revenues from leasecontracts, governmentgrants and others

0 - 1 0 0 1 2

Operating revenues fromexternal customers 451 151 458 67 3 9 1,139

Fourth quarter 2020France Mobile.de

European InternationalDisposals

Other /Total

€ million Markets Markets Headquarters

Advertising revenues 21 - 13 0 2 - 36

Classified revenues 87 - 54 2 2 0 145

Other revenues 1 - 0 (0) 0 1 2

Revenues from contractswith customers 109 - 67 2 4 1 182

Revenues from leasecontracts, governmentgrants and others

0 - 0 - 0 0 0

Operating revenues fromexternal customers 109 - 67 2 4 1 183

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Year 2020France Mobile.de

European InternationalDisposals

Other /Total

€ million Markets Markets Headquarters

Advertising revenues 66 - 43 1 8 - 118

Classified revenues 323 - 206 6 11 0 546

Other revenues 4 - 0 0 0 3 7

Revenues from contractswith customers 392 - 249 7 19 3 670

Revenues from leasecontracts, governmentgrants and others

0 - 0 - 0 2 3

Operating revenues fromexternal customers 392 - 250 7 19 5 673

Note 4. Other income and expenses and impairment loss

Fourth quarter Year

€ million 2021 2020 2021 2020

Restructuring costs (5) (1) (5) (2)Gain (loss) on sale and remeasurement of subsidiaries, joint ventures andassociates 1 4 (37) 7

Gain (loss) on sale of intangible assets, property, plant & equipment (1) (1) (1) (1)

Acquisition-related costs (4) (6) (49) (32)

Integration-related costs (15) (5) (47) (6)

IPO-related costs (1) (1) (2) (3)

Other 0 (1) 0 (1)

Total other income and expenses (25) (10) (140) (39)

Restructuring costs of €(5) million in Q4 2021 consisted primarily of costs from restructuring processes in InternationalMarkets and Other/Headquarters.

Acquisition-related costs of €(4) million and integration-related costs of €(15) million in Q4 2021 mainly relate to theacquisition of eBay Classifieds Group.

Impairment loss of €(43) million in Q4 2020 was mainly attributable to impairment of goodwill related to Yapo (Chile).

Note 5. Net financial items

  Fourth quarter Year

€ million 2021 2020 2021 2020

Net interest income (expenses) (17) (6) (51) (9)

Net foreign exchange gain (loss) (4) 3 (2) (84)

Net other financial income (expenses) (7) 2 (11) (1)

Net financial items (28) (1) (65) (95)

Net interest expenses in Q4 2021 are mainly due to new financing obtained in connection to the eCG acquisition (pleasesee note 2).

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Net foreign exchange loss in Q4 2021 is mainly due to the depreciation of the exchange rate of the BRL against the EUR,decreasing the value in EUR of the loan in BRL granted by Adevinta Finance AS to Bom Negócio Atividades de InternetLtda (OLX Brazil joint venture).

Net other financial expenses in Q4 2021 are mainly due to amortisation of the costs directly attributable to the issue ofthe new financing (please see note 2) using the effective interest method.

Note 6. Contingent liabilities

Digital Services Tax in FranceThe French digital services tax legislation (DST) was enacted in July 2019 and applicable retroactively from 1 January2019.

The main features of the DST bill are a single rate of 3% to be levied on gross revenue derived from two types of activitiesif deemed to be made or supplied in France:

• The supply, by electronic means, of a digital interface that allows users to contact and interact with other users, inparticular in view of delivering goods or services directly between those users.

• Services provided to advertisers or their agents enabling them to purchase advertising space located on a digitalinterface accessible by electronic means in order to display targeted advertisements to users located in France, based ondata provided by such users.

Taxpayers of DST are defined as companies (wherever their location) for which the annual revenue received inconsideration for taxable services cumulatively exceeds both of the following thresholds in the previous tax year:

• €750 million of worldwide revenue; and,

• €25 million of revenue generated in France.

The DST applies to digital services revenue for 2019, 2020 and 2021. If applicable to Adevinta, the DST will negativelyimpact Adevinta Group’s EBITDA. The DST amount payable is deductible for corporate income tax purposes.

Due to the complexity of the law the assessment of whether DST is applicable to Adevinta Group is surrounded by a highdegree of uncertainty. However, management currently assesses that it is less likely than not that French DST isapplicable to Adevinta Group and hence no provision has been recognized for DST as at 31 December 2021.

The main uncertainties relate to whether the services which Schibsted Group (for 2019 and 2020) and Adevinta Groupprovided to its users in France and other countries are to be considered within the scope of DST. The currentinterpretation points to the non‑inclusion of some of the said services which means the applicable worldwide revenueswithin the scope of DST should be below €750 million.

Should the interactions with the French Tax Authorities and other actions conclude differently, the DST amountsapplicable to Adevinta are not expected to exceed €29 million in total for 2019, 2020 and 2021. Management will continueto work with the French tax authorities to obtain further clarification on this matter.

Digital Services Tax in SpainThe DST in Spain levies a 3% tax over certain digital services and is effective from January 2021 for groups withworldwide revenue above €750 million and Spanish revenues applicable to DST above €3 million, with the first paymentmade in 2021.

The assessment of the extent that Spanish DST is applicable to Adevinta Group is surrounded by a high degree ofuncertainty. The main uncertainties relate to whether the services which Adevinta Group provided to its users in Spain areto be considered within the scope of DST. The current interpretation points to the non‑inclusion of some of the saidservices and hence the provision for DST in Spain recognized as at 31 December 2021 has been based on suchinterpretation. Should the interactions with the Spanish Tax Authorities and other actions conclude differently, theadditional DST amounts applicable to Adevinta are not expected to exceed €5 million in total for 2021.

Note 7. Other matters

Covid pandemicThe Covid outbreak is currently affecting the world economy negatively and has increased the uncertainty on estimatingthe recoverable amounts for certain CGUs. The recoverable amount of a CGU is the higher of an asset’s fair value lesscosts of disposal and value in use. Value in use is assessed by discounting estimated future cash flows. Reference ismade to the carrying amounts, principles and estimation uncertainty and sensitivity for impairment testing in note 15 in

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Adevinta’s Annual Report for 2020.

The risk of changes in expected cash flows that affect the consolidated financial statements will naturally be higher inmarkets in an early phase, such as Mexico, than in established markets. Furthermore, the risk of changes will besignificantly higher in periods with an uncertain macroeconomic environment as is the case during the Covid pandemic.

Based on the current estimates, no impairments have been identified in the fourth quarter of 2021. Adevinta will continueto assess the impact to the business should the pandemic extend beyond our current estimates and will update theappropriate assumptions for calculating the recoverable amounts should this be required.

The Group had at 31 December 2021 net interest-bearing debt of €2,324 million (see specification in Definitions andReconciliations below) and €531 million total liquidity available. Management still considers Adevinta’s liquidity andrefinancing risk to be acceptable considering the cash generation projections as well as the cash conversion rate of thebusiness.

Note 8. Events after the balance sheet date

CEO successionRolv Erik Ryssdal informed and agreed with the Board that he will retire as CEO and leave the business by February 2023when the Group will release its 2022 annual results. With him turning 60 this year, he believes that now is the right time tostart to plan his departure from the company.

Rolv Erik has been with the business since 1991, successfully leading the spinoff of Adevinta from Schibsted and theacquisition of the eBay Classifieds. He will continue to execute on Adevinta’s strategy as presented at the Capital MarketsDay and lead the integration of the eBay Classifieds business through the separation from eBay.

The Board has commenced the process of identifying and appointing a new CEO and intends to run an extensive searchthat will include both internal and external candidates.

Share buybackOn 24 February 2022 Adevinta ASA announced the decision to initiate a buyback of up to 10 million of its own shares. Theshare buy-back programme will be structured into two tranches.

A first tranche of the buyback will be for up to 4 million shares, and will be made in accordance with the authorizationgranted to the Board of Directors by the Company’s General Meeting held on 29 June 2021. The authorisation is valid untilthe Ordinary General Meeting in 2022. The first tranche of the buyback will commence following this announcement and isexpected to end no later than on June 28th 2022.

A second tranche of the buyback of up to 6 million shares will be launched subsequent to the 2022 AGM, and subject torenewal of the shareholder authorisation at the annual general meeting to be held on 29 June 2022. The second tranche isexpected to end no later than January 31st, 2023.

The purpose of the buyback is to acquire shares to be used as settlement in the Company’s share-based incentive plansover the next 3 years. The shares shall be purchased on Oslo Børs. Adevinta is entering into a non-discretionary agreementwith DNB Markets (part of DNB Bank ASA), to carry out the share buyback on behalf of the Company. DNB Markets willmake its trading decisions independently of the Company.

The execution of any repurchases will depend on market conditions, the buyback programme may be discontinued at anytime and the Company may resolve to terminate the buyback programme before the threshold set out above is reached.

The execution of further tranches of the share buy-back programme for 2022 will be notified to the market.

In the first tranche in 2022, shares will be purchased on the Oslo Stock Exchange. Transactions will be conducted inaccordance with applicable safe harbour conditions, and as further set out i.a. in the Norwegian Securities Trading Act of2007, EU Commission Regulation (EC) No 2016/1052 and the Oslo Stock Exchange's Guidelines for buy-back programmesand price stabilisation February 2021.

Adevinta owned 654,736 shares in the Company as of February 24.

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Covid pandemicThe duration and extent of the pandemic and related financial, social and public health impacts of the Covid pandemicremain uncertain. Disclosures on the potential impacts that this uncertainty may have on reported figures in futureperiods have been included in note 3 in Adevinta’s Annual Report for 2020 and in the Group Overview section and note 7to the condensed consolidated financial statements.

Other than the matters described above, no further matters have arisen since 31 December 2021 which have significantlyaffected or may significantly affect the operations of the Group, the results of those operations or the state of affairs ofthe Group in future financial periods.

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Definitions and ReconciliationsThe consolidated financial information is prepared in accordance with international financial reporting standards (IFRS).In addition, the Group presents alternative performance measures (APMs). The APMs are regularly reviewed bymanagement and their aim is to enhance stakeholders' understanding of the Group’s performance.

APMs should not be considered as a substitute for or superior measures of performance in accordance with IFRS. APMsare calculated consistently over time and are based on financial data presented in accordance with IFRS and otheroperational data as described below. As APMs are not uniformly defined, the APMs set out below might not becomparable with similarly labelled measures by other companies.

After the eCG acquisition, the following APMs are no longer considered significant for understanding the Group’sperformance and, hence, are not included in Adevinta’s external financial reporting as from Q3 2021:

● EBITDA excl. Investment phase● Operating revenues incl. JVs● EBITDA incl. JVs● EBITDA margin excl. Investment phase● EBITDA margin incl. JVs

Measure Description Reason for includingEBITDA/Gross operatingprofit (loss)

EBITDA is earnings before other income and expenses,impairment, joint ventures and associates, interest, tax anddepreciation and amortisation. The measure equals grossoperating profit (loss).

Shows performance regardless of capital structure, taxsituation and adjusted for income and expenses related totransactions and events not considered by management tobe part of operating activities. Management believes themeasure enables an evaluation of operating performance.

EBITDA margin Gross operating profit (loss) / Operating revenues. Shows the operations’ performance regardless of capitalstructure and tax situation as a ratio to operating revenue.Management believes the measure enables an evaluation ofoperating performance.

Underlying tax rate Underlying tax rate is defined as tax cost excluding effectsthat do not result in current tax payables.

Management believes that adjusted tax rate represents amore understandable measure of what is tax payable by theGroup.

Liquidity reserve Liquidity reserve is defined as the sum of cash and cashequivalents and unutilised drawing rights on credit facilities.

Management believes that the liquidity reserve shows thetotal liquidity available for meeting current or futureobligations.

Interest-bearingdebt/Total debt

Interest-bearing debt is defined as interest bearing liabilities,including current and non-current lease liabilities. Total debtis defined as interest-bearing debt.

Management believes that it is a useful indicator of theGroup’s debt profile and its ability to meet its debtobligations.

Net interest-bearingdebt/Total net debt

Net interest-bearing debt is defined as interest bearingliabilities, including current and non-current lease liabilitiesless cash and cash equivalents, proceeds from borrowingsplaced in the escrow account and cash pool holdings. Totalnet debt is defined as net interest-bearing debt.

Management believes that net interest-bearing debt providesan indicator of the net indebtedness and an indicator of theoverall strength of the Consolidated statement of financialposition. The use of net interest-bearing debt does notnecessarily mean that the cash and cash equivalent andcash pool holdings are available to settle all liabilities in thismeasure. Net interest-bearing debt includes proceeds of theSenior Secured Notes held in escrow until closing oftransaction.

Earnings per shareadjusted (EPS (adj.))

Earnings per share adjusted for other income and expenses,impairment loss, non-controlling interests related to otherincome and expenses and impairment loss and taxes.

The measure is used for comparing earnings toshareholders adjusted for income and expenses relatedtransactions and events net of tax not considered bymanagement to be part of operating activities. Managementbelieves the measure enables an evaluation of value createdto shareholders excluding effects of non-operating eventsand transactions.

Revenues adjusted forcurrency fluctuations

Growth rates on revenue adjusted for currency effects arecalculated using the same foreign exchange rates for theperiod last year and this year.

Enables comparability of development in revenues over timeexcluding the effect of currency fluctuation.

Organic revenue growth Revenue growth adjusted for the effects of currencymovements and changes in the scope of consolidation.

Enables comparability of development in revenues over timeexcluding the effect of currency fluctuation and changes inconsolidation scope.

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Fourth quarter YearReconciliation of EBITDA (before other income and expenses, impairment,joint ventures and associates) (€ million) 2021 2020 2021 2020

Gross operating profit (loss) 124 50 356 182

= EBITDA (before other income and expenses, impairment, JVs and associates) 124 50 356 182

Fourth quarter Year

Underlying tax rate (€ million) 2021 2020 2021 2020

Profit (loss) before taxes 5 (7) (35) (39)

Share of profit (loss) of joint ventures and associates 0 (15) 8 (16)

Other losses for which no deferred tax benefit is recognised (31) 26 87 178

(Gain) loss on sale and remeasurement of subsidiaries, joint ventures andassociates (1) (4) 37 (7)

Other non-taxable gains - (3) (3) (3)

Impairment losses 2 42 4 42

Adjusted tax base (24) 39 97 155

Taxes (16) (5) 19 31

Reassessment of previously unrecognised deferred tax assets - 18 - 18

Other non-recurring tax items 9 4 9 4

Capital gain tax - (5) - (5)

Adjusted taxes (6) 12 28 48

Underlying tax rate 26.9% 29.9% 29.2% 30.6%

Other non-recurring tax items in the fourth quarter of 2021 mainly include adjustment of the tax rates applicable to deferred tax assets andliabilities. The decrease in the fourth quarter of 2021 of other losses for which no deferred tax benefit is recognized is mainly due to therecognition of tax benefit from integration related costs.

31December

31December

Liquidity reserve 2021 2020

Cash and cash equivalents 231 131

Unutilised drawing rights on credit facilities 300 335

Liquidity reserve 531 466

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31December

31December

Net interest-bearing debt 2021 2020

Non-current interest-bearing borrowings 2,312 1,266

Lease liabilities, non-current 73 82

Total non-current liabilities 2,384 1,348

Current interest-bearing borrowings 152 295

Lease liabilities, current 19 18

Total current liabilities 171 313

Total interest-bearing debt 2,555 1,661

Proceeds from the borrowings placed in the escrow account - (1,060)

Cash and cash equivalents (231) (131)

Net interest-bearing debt 2,324 470

Fourth quarter Year

Earnings per share - adjusted 2021 2020 2021 2020

Profit (loss) attributable to owners of the parent 26 (4) (54) (72)

Other income and expenses 25 10 140 39

Impairment loss 2 43 22 43Taxes and non-controlling interests related to other income and expenses andimpairment loss (7) 0 (15) (1)

Profit (loss) attributable to owners of the parent - adjusted 46 49 93 10

Earnings per share – adjusted (EUR) 0.04 0.07 0.10 0.01

Diluted earnings per share – adjusted (EUR) 0.04 0.07 0.10 0.01

Fourth quarter Year

Currency rates used when converting profit or loss 2021 2020 2021 2020

Pound sterling (GBP) 1.1794 1.1070 1.1629 1.1253

Brazilian Real (BRL) 0.1567 0.1555 0.1569 0.1721

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P.O. Box 490 Sentrum

NO-0105 Oslo

Tel: +47 23 10 66 00

Fax: +47 23 10 66 01

E-mail: [email protected]

www.adevinta.com

Investor information:

www.adevinta.com/investors

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